Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March 22, 2021, we issued 8,625,000 Class B ordinary shares to the
Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share, pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act. In addition, we issued 200,000 Class A ordinary shares, at a price of $0.0001 per share, to
each of EarlyBirdCapital and Sova Capital and/or their respective designees for an aggregate of 400,000 Class A ordinary shares in a private
placement in March 2021. On June 10, 2021 and July 14, 2021, our Sponsor forfeited an aggregate of 4,312,500 founder shares,
such that our Sponsor owns an aggregate of 4,312,500 founder shares. In addition, on June 10, 2021 and July 14, 2021, each of
EarlyBirdCapital and Sova Capital forfeited 50,000 underwriter founder shares. In July 2021, our Sponsor transferred 50,000 founder shares
to each of our independent director nominees at their original purchase price.
On September 8, 2021, we consummated the Initial Public Offering of
15,000,000 units. Each unit consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”) and
one redeemable Warrant, each Warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share,
subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File Nos. 333-258183). The units were sold
at an offering price of $10.00 per unit, generating gross proceeds of $150,000,000.
On
September 9, 2021, the underwriters notified the Company of their exercise of the over-allotment option in full and, on September 13,
2021, the underwriters purchased 2,250,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the
closing of the over-allotment option, generating additional gross proceeds of $22,500,000.
As previously reported on a Current Report on Form 8-K of the Company,
on September 8, 2021, simultaneously with the consummation of the Initial Public Offering, the Company completed a private placement of
an aggregate of 8,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating
gross proceeds of $8,400,000. On September 13, 2021, simultaneously with the sale of the Additional Units, the Company consummated
the sale of an additional 900,000 Private Warrants at $1.00 per additional Private Warrant (the “Additional Private Warrants”),
generating additional gross proceeds of $900,000.
A total of $22,950,000 of the net proceeds from the sale of the Additional
Units and the Additional Private Warrants was deposited in the Trust Account established for the benefit of the Company’s public
shareholders, with Continental Stock Transfer & Trust Company acting as trustee, bringing the aggregate proceeds held in the Trust
Account to $175,950,000.
In connection with the shareholder vote to approve the Extension Proposal
in the Extraordinary General Meeting on March 2, 2023, the holders of 15,300,532 Class A ordinary shares property exercised their right
to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately
$159.34 million, leaving approximately $20.3 million in the Trust Account.
On April 5, 2023, in accordance with the provisions of the Charter,
the Sponsor exercised its right to convert 1,500,000 shares of Class B ordinary shares, par value $0.0001 per share, of the Company into
1,500,000 shares of Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis. Following such conversion,
there were 6,561,968 ordinary shares of the Company issued and outstanding, consisting of 3,749,468 Class A ordinary shares (of which
1,949,468 shares are redeemable) and 2,812,500 Class B ordinary shares.
For
a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
Applicable.
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